Prospectus Supplement
(To Prospectus dated February 17, 2017)
$1,250,000,000
The Mosaic Company
$550,000,000 3.250% Senior Notes due 2022
$700,000,000 4.050% Senior Notes due 2027
We are offering
$550,000,000 in aggregate principal amount of our 3.250% senior notes due November 15, 2022 (the 2022 notes) and $700,000,000 in aggregate principal amount of our 4.050% senior notes due November 15, 2027 (the
2027 notes and, together with the 2022 notes, the notes). We will pay interest on the notes semiannually in arrears on May 15 and November 15 of each year, commencing on May 15, 2018. The 2022 notes will mature on
November 15, 2022, and the 2027 notes will mature on November 15, 2027.
We intend to use the net proceeds from this offering, together with
cash on hand, to fund the cash portion of the purchase price of our pending acquisition of Vale S.A.s (Vale) global phosphate and potash operations conducted through Vale Fertilizantes S.A. (Vale Fertilizantes),
including the payment of related fees and expenses as described under the heading Use of Proceeds. We refer to the pending acquisition as the Acquisition. The closing of this offering is expected to occur prior to the
consummation of the Acquisition.
We may redeem the notes of any series in whole or in part at any time and from time to time at the applicable
redemption prices set forth under Description of the NotesOptional Redemption. In addition, if we experience a Change of Control Triggering Event with respect to a series of notes, we will be required to offer to
purchase the notes of such series from holders. See Description of the NotesChange of Control. In addition, the notes will be subject to a special mandatory redemption in the event that (i) the Acquisition is not
consummated on or prior to April 1, 2018 or (ii) if prior to April 1, 2018, the Stock Purchase Agreement (as defined below) is terminated, other than in connection with the consummation of the Acquisition and is not otherwise amended
or replaced. If a special mandatory redemption event occurs, we will be required to redeem the notes at the special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest from the date
of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not including, the special mandatory redemption date. See Description of the NotesSpecial Mandatory
Redemption. The notes may also be redeemed at our option, in whole but not in part, at any time before April 1, 2018, at a redemption price equal to 101% of the aggregate principal amount of the notes being redeemed, plus accrued and
unpaid interest on the aggregate principal amount of the notes being redeemed to, but not including, the date of such redemption, if we determine, in our judgment, that the Acquisition will not be consummated on or before April 1, 2018 (the
Special Optional Redemption). See Description of the NotesSpecial Optional Redemption. The proceeds from this notes offering will not be deposited into an escrow account and you will not receive a security interest in
such proceeds.
The notes will be our senior unsecured obligations and will rank equally in right of payment with our existing and future unsecured
senior indebtedness. The notes of each series will be issued only in registered book-entry form and in denominations of $2,000 and integral multiples of $1,000 in excess thereof. For a more detailed description of the notes, see Description of
the Notes.
The notes are new issues of securities with no established trading markets. The notes will not be listed on any securities exchange
or included in any automated quotation system.
Investing in the notes involves risks. See
Risk Factors
beginning on page
S-11
of this prospectus supplement and the risk factors contained in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2016
that are incorporated herein, for a discussion of certain risks you should consider in connection with an investment in the notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per 2022 Note
|
|
|
Total
|
|
|
Per 2027 Note
|
|
|
Total
|
|
Public offering price
(1)
|
|
|
99.991%
|
|
|
|
$549,950,500
|
|
|
|
99.804%
|
|
|
$
|
698,628,000
|
|
|
|
|
|
|
Underwriting discounts and commissions
|
|
|
0.600%
|
|
|
|
$3,300,000
|
|
|
|
0.650%
|
|
|
$
|
4,550,000
|
|
|
|
|
|
|
Proceeds, before expenses, to us
(1)
|
|
|
99.391%
|
|
|
|
$546,650,500
|
|
|
|
99.154%
|
|
|
$
|
694,078,000
|
|
(1)
|
Plus accrued interest, if any, from November 13, 2017, if settlement occurs after that date.
|
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
The underwriters expect to deliver the notes to investors in book-entry form only through the facilities of The
Depository Trust Company, for the accounts of its participants, including Clearstream Banking, société anonyme, and/or Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about November 13, 2017.
Joint Book-Running Managers
|
|
|
|
|
|
|
BNP PARIBAS
|
|
BofA Merrill Lynch
|
|
Goldman Sachs & Co. LLC
|
|
J.P. Morgan
|
|
|
|
|
|
|
|
BMO Capital Markets
|
|
MUFG
|
|
US Bancorp
|
|
Wells Fargo Securities
|
Co-Managers
|
|
|
|
|
Barclays
|
|
PNC Capital Markets LLC
|
|
Scotiabank
|
The date of this prospectus supplement is November 8, 2017.